In the air over southern Canada not far from the boarder, Magneto's floating fortress known as Asteroid M was still speeding towards upstate New York with an ever increasing level of urgency. The master of magnetism had worked without tire in his quest to locate the man he knew was responsible for the theft of his precious stone and he felt as though he was on the right track now and wanted to show up right at his doorstep in full force...Ready to take him down.

The rest of the Brotherhood was given only brief periods of rest before returning to the training room as Magneto had so explicitly ordered. But exhaustion aside, the four boys were still weary about going up against the five mutant soldiers that had shown themselves to be so ruthless and strong. They didn't know who this Nathanial Essex guy was, but Magneto definitely seemed certain that he was the one who ordered those five to attack them and was intent on paying him a visit in response. While the thought of retaliation was definitely appealing after the sheer humiliation they faced under Shadow Cell's thumb, there were still a few doubts.

And nobody seemed more anxious about this than Pietro...Who was becoming increasingly worried at the prospect of facing his sister again. His father's orders were harsh and cold...Stating that she was beyond saving and officially an adversary to his master plan. But Pietro didn't believe that...Not for a moment. Even though he knew Magneto was a cold, dark son of a bitch...He remembered how Wanda's death affected him. He remembered how standing over her grave had been the last thing to get him to shed a tear...And since then, every ounce of humanity that once existed within him withered away. He may not have wanted to admit it...But Pietro knew the truth. It was only a matter of hoping that the truth would be enough to save whatever was left of his family...Otherwise it may very well go up in flames. The other boys stood by Pietro, offering what support they could. But for the most part, they left him alone since he didn't show much inclination to talk. But while he wouldn't speak of it...They could tell it was probably going to affect him immensely in the coming fight.

In addition to the issue with Pietro, the Brotherhood was also struggling with the sudden betrayal of Mystique...Who had simply picked up and left after having learned that Rogue had been kidnapped. Such actions were not at all acceptable in the eyes of Magneto and now she was officially labeled as a traitor...And they knew what happened to the people who betrayed Magneto. Even though neither of them had been particularly close to Mystique, they still had mixed feelings. After all, this was the woman who brought them together and held them together under one roof. Now she was an enemy...Probably fighting with the X-men now if her daughter's life was on the line. It was yet another matter that seemed to complicate things even further and with the battle drawing nearer with each passing second, the time to overcome such lingering doubts was getting increasingly scant.

"Man, Magneto sure has been grumpy since Mystique went nuts and left..." said Freddy as he, Lance, and Todd now stood in full uniform as they made their way to the central control area.

"Well can you blame him?" said Lance, "Nobody likes to be betrayed. And I sure as hell wouldn't want to betray someone like Magneto."

"Me neither yo," said Todd in agreement, "But...What do you think Magneto's gonna do to her if we find her during this whole mess?"

"Yeah, no kidding..." said Freddy in response, "Remember how beaten up she was after she got back from telling him about all this shit? She was practically one giant bruise!"

"Yeah...And this time it's even worse," said Lance in a grim tone, "This time she's gone way over the edge. I mean...She practically abandon us and everything we stand for. Something like that is definitely not going to go unpunished...Especially from Magneto."

"Damn...I'd hate to be Mystique right now," said Todd, stuttering somewhat at the kind of punishment she would face once all was said and done, "Why do you think she did it anyways?"

That earned Todd a slap upside the head from Blob.

"Ow! What was that for yo?!" he said, rubbing his head.

"Duh! Rogue is her daughter swamp breath! Even I knew that!" said Freddy, rolling his eyes.

"Oh...Yeah," said Todd, now feeling a bit sheepish.

However, Lance, being that he was still the leader of the group, chose to step in since they couldn't afford to have petty fights when the hour of conflict loomed so close.

"Come on guys, cut it out!" said Lance as the made their way through the last security door, "We have to stay focused here. Magneto says this guy we're going to fight is no pushover so let's try to work as a team for once!"

"Ah cool your jets, Lance..." said Freddy, "We're ready for em this time! There's no way those gun slinging wannabes are gonna surprise us this time!"

"Let's hope so man..." said Lance, "Because something tells me this is going to be one hell of a fight."

As the four boys entered the main control room, the found Magneto still at the central console surrounding the main chamber where he used his magnetic powers to control everything on the base. Pietro was now at the station where Mystique had been before she left, but he didn't look all that optimistic about it. He was still in that trance of his...Probably thinking about his sister. None of the boys commented on it though...For now was definitely not the time.

"You asked for us, boss?" said Lance as they all approached the master of magnetism.

"Yes..." he said in his usual emotionless tone, "I wanted you all to be present once we crossed the boarder into New York in case something came up."

"That's just it, Toad...The plan is still unclear," said Magneto as he brought up a map of the entire state, "Essex could be anywhere, so there's little data to go on in terms of a battle plan. While I suspect he may be working out of some type of military base...That does little to narrow it down since much of New York is littered with old military bases from the Cold War."

"So...What do we do?" asked Blob.

Magneto was silent for a moment as he brought up a few screens...This time of the Xavier Institute. He still had his security programs running that kept track of Xavier even though his focus was on Essex now...But given their involvement in this matter now, it was logical to assume that they may find something he overlooked. And with the recent activity he had recently found, his hunch proved to be right.

"For now, I have let Charles do some of the work for me..." said Magneto as he brought up images of the X-jet taking off from the institute, "And apparently he seems to have found something that I haven't."

"Great! So I guess that means we just follow them, right?" concluded Todd.

"It is not that simple..." he said as his penetrating gaze fell upon the young mutant, "That jet of theirs is difficult, if not impossible, to track. I have no way of knowing where exactly it is heading...But we do have some idea of their path and that's as good a place as any to start."

"So then...What do we do once we find them?" asked Lance.

"That my boy...Shall be revealed once the moment arises," said Magneto ominously, "But rest assured...Wherever this maniac is hiding...There's no place secret enough where I can't find him."

Just then, a small blip appeared on the computer screen Pietro was watching. He may not have been as tech savvy as Mystique, but he knew enough to understand when something significant arose and he wasted no time in informing his father...Knowing it could mean they were that much closer to Wanda.

"Uh...Dad...Magneto...I think you should take a look at this," said Pietro, quickly sparking the attention of the master of magnetism.

"What is it, Pietro?" he asked as everybody crowded around the computer screen.

"I'm...Not exactly sure," said Pietro as he brought up a strange image of static that seemed centered around some area in the middle of nowhere, "This thing was scanning all those old military sites you mentioned...But when it scanned one, all it got in response was static. I tried doing it again, but something's blocking it out."

"Hmm..." said Magneto, who definitely seemed to take this seriously, "Interesting...That only leaves the question of what could possibly be the source of such obstruction."

Magneto only needed a few seconds to think about this one until it dawned on him...And for the first time, a hint of emotion surfaced.

"Of course!" he said, "Pietro, bring that scan back up!"

Pietro, using his super speed, did exactly as he was told and brought up a three dimensional readout of the obstruction...Which seemed to be in an ominous shape that was a dead giveaway in the eyes of the old holocaust survivor.

"I knew it...It's him...It has to be!" he said as a renewed sense of anger consumed him.

"Huh?" said Pietro in a confused tone, "What are you talking about?"

"That obstruction, my son, can only be caused by one thing...A cloaking device," said the master of magnetism in an affirmative tone.

"Cloaking device?" said Lance, "You mean like the one on this base?"

"Exactly..." confirmed Magneto, "And believe it or not...It's the same device...The same technology."

"How do you know that?" asked Toad, once again earning him an annoyed look.

"Because...Essex designed it," he answered, "He helped design many of the high tech components on Asteroid M. And I know his handiwork better than anybody...And this most certainly has his dirty hands all over it!"

Magneto was now in state of full rage as he looked at the highly cloaked area where he knew his enemy had to be dwelling. He could feel it in his bones...He could sense it in the air. This was it...He had found the man responsible for disrupting his most ambitious of plans. It was ironic in many ways since much of his plan was only possible through Essex's work...But Magneto would not allow that one little detail to interfere. He still had a dream...A dream that he was intent on fulfilling and if he had to go against his old ally in order to make it happen...So be it.

"Set a course for the coordinates of the obstruction, Pietro..." said Magneto as he stepped into the main control mechanism, "I think it's about time I pay an old friend of mine a visit."

**************************************************

Activity in the war room deep in the heart of Shadow Cell HQ was still going as strong as ever under the harsh, blistering demands of the increasingly frustrated Colonel. With each moment that passed, an increasingly severe look of anger, fury, and annoyance dominated his face as he kept barking out order after order to every subordinate now under his thumb...Pushing them every which way to find the five mutant soldiers and take them down.

Much of the staff was beginning to show signs of fatigue, but the Colonel's blistering demands and incessant threats kept them on their toes. The man seemed completely and utterly driven by his all consuming rage. Now, he was focused on nothing more than the complete and utter eradication of those five mutant freaks that had been allowed to walk the Earth for too long. And to make matters worse, there were still the actions of the General to worry about. Even though he was now being kept as prisoner, his orders had already been issued and now Shadow Cell was officially the target of the whole government. It would only be a matter of time now before SHIELD or the military descended upon them to neutralize him and his task...But the Colonel would not allow that. He had waited too long for this opportunity...He had waited to long for a chance to fight against the mutant plague. And even if it meant he would have to go underground for a while...It worth the cost in his mind.

"Updates! Give me updates people!" yelled the Colonel, who continued pacing about his tired and weary subordinates.

"Still no signs, Colonel..." said one of the chief intelligence compilers, "We're not picking up anything in or around the cities."

"Well what about the boarders?!" he shot, shifting his attention to the boarder monitoring stations.

"So far...It's still clear," responded the female analyst, who was showing noticeable signs of fatigue along with the rest of her colleagues.

"And still no signs of air traffic change..." said the radar operator, "So it's logical to assume they're still within the state."

"Good...And you damn well better keep it that way!" said the Colonel as he went back to one of the main consoles.

Just then...The door to the war room burst open and a weary, breathless sergeant entered with a single piece of paper in hand. This immediately drew the attention of the Colonel along with much of the tired intelligence team...For anybody who would risk bursting into this room most certainly had to have a good reason.

"Sir..." said the sergeant, still short of breath as he took his poise before the Colonel, "Something's come up! We just got word from perimeter defense that there's been a breach!"

"WHAT?!" said the Colonel as he grabbed the paper from the sergeants hands, "FROM WHO?!"

"See for yourself sir..." said the sergeant as he turned to face one of the security operators.

Following his lead, the female operator brought up images from the security system around the perimeter of the base. It took a moment to get the right data up since the system was so elaborate...But once they found the necessary port, the images were displayed upon the large plasma display screen for all to see...And naturally, the Colonel was not happy.

"Son of a bitch..." he said in a low, ominous tone full of distaste and anger, "I don't fucking believe it...Those little freaks! How long ago was this footage taken?!"

"Less than three minutes ago sir..." answered the sergeant.

The Colonel needed a minute to keep himself from erupting like a volcano. He couldn't believe it...These freaks were here. They were actually going to try and fight back...They were going to try and take him down. All those years of paranoia and suspicion seemed to be vindicated in his twisted mind that very moment. He knew these freaks couldn't be trusted...He knew they had to be planning something against humans. Now he finally had the proof...And it was up to him and him alone to see that ever last mutant was wiped out.

"I don't know how they slipped by...But they came in on some kind of stealth jet that we couldn't keep track of. The air defenses managed to ground them...But we had no idea that..."

"Enough sergeant!" said the Colonel, cutting him off in mid sentence, "I've heard enough..."

A heavy silence fell upon the room as all of the Colonel's subordinate's anxiously awaited for his next move. They didn't know whether or not he was going to unload on them or just plain explode in a rage...Either one seemed equally possible. But for a brief moment, the brash and paranoid man just stood there...His mind simply processing what was going on. To say that he was angry would have been an understatement of epic proportions...But anger aside, it seemed as though he would get what he wanted...A one on one fight with Shadow Cell.

"They've played an unexpected card..." he finally said, breaking his silence, "Not only are they trying to retaliate against me...They've also rallied other mutants to their cause! It's just as I predicted...The mutants of the world are organizing into their own paramilitary force to wipe out all of humanity! And we created the most powerful of them all...We created the soldiers that would be capable of leading them all!"

"Sir..." said the sergeant, not knowing if this man was being serious.

"They used us...They were using us from day one!" he continued, the words of his subordinate not even registering in his brain, "They were using us to make them stronger...They were using us to gain skill and knowledge so they would have everything they needed to mobilize against us! And now it's finally happening!"

There seemed to be no stopping his renegade paranoia. He was drawing his own conclusions...Formulating his own reality. It was an act bordering on the realm of psychosis, yet nobody dared speak...For this was not a man to mess with when it came to such matters.

"You!" he said, pointing back to the main lieutenant that ran the intelligence team, "Call off all searches and bring up a full readout of a 50 square mile radius! The rules have changed now people and as of now, you're all going to be the eyes and ears of the GURSO unit! Now I'm going to be commanding this whole matter from the GURSO control station, but I'll have my eye on each and every one of you! Is that clear?!"

As complicated as things had just become and as erratic as the Colonel was acting...The skilled team of officers and analysts had no choice but to follow their orders. Such was the duty of any soldier and patriot.

"Sir, yes sir!"

"Good...Then keep me updated with real time feed!" he said as he began to make his leave, "We're only going to get one chance with these freaks...So let's not screw it up!"

**************************************************

With the base now in sight the five mutant soldiers of Shadow Cell and the mutant peacekeepers known as the X-men stayed close as they made their way through the trees and the thick bush surrounding the perimeter of the base. Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch took the lead in the advance...Working their way slowly and carefully bearing their full CQC ready stance. With a gun in one hand and a knife in the other, they were ready to take on anything and everything that stood in their way...For behind these impenetrable walls, the truth was waiting for them.

The rest of the X-men followed with a certain sense of weariness, but thanks to training and experience, they kept their guard up in a manner which Shadow Cell couldn't help but find impressive. It remained to be seen whether or not they would be an advantage or a crutch in this fight...But there was no turning back now. The hour was upon them and with each step they took...They drew nearer and nearer to the danger.

"Dis is takin' too long..." said Gambit impatiently, feeling as though they were wasting too much time while Rogue was in danger, "We'll be sittin' ducks if we keep goin' dis slow!"

"As weird as this sounds, I agree," said Mystique in an equally disgruntled tone, "There's no telling what they're doing to Rogue! We have to get in and get her out of there!"

"Both of you just shut up!" grunted Cyclops in a firm, yet purposefully low tone, "You can't charge a place like this. This isn't child's play! This is Shadow Cell! There's no way to win in a direct confrontation with them...Too many of them...Too few of us."

"Therefore...The rules of war dictate that in order to overcome our enemy, we must outthink them," reasoned X23, who, like the others, had memorized pretty much every single rule of war known to man, "We just can't be afraid to use time rather than fighting it."

"And against an enemy like this, you have to be willing to go the distance no matter what the cost," added Mayhem, "It's like we say in the marine corp...He who dares, wins."

"Good enough for me..." said Logan, who knew a bit more about military tactics compared to the others, "Let's just hope this big security system of theirs has holes in it."

"In a system as advanced as this...Doubtful," said the Scarlet Witch, who had an acute knowledge of defense systems and how to destroy them, "The security in this base is so advanced it can practically smell you coming."

"Damn...Guess that means I should have showered," made Bobby, not feeling to optimistic about this whole ordeal.

"But does that mean they could already know of our presence?" asked Warren, taking such knowledge more seriously.

"Hard to say..." replied the Scarlet Witch, "Either they don't know or they're setting a trap for us that we're walking right into."

"Great..." said Betsy in a tone wrought with sarcasm, "So how do we beat something like that?"

"By being as careful and as quiet as possible..." said Cyclops in a voice barely below a whisper, "And besides...It's just a deadly security system. If somebody can build it, somebody can unbuild it. It's that simple..."

Shadow Cell's logic may have been a bit incomprehensible at times...But it made sense in many ways for the X-men as they remained dead silent as they continued to advance. So far, the five mutant soldiers weren't sensing anything amiss despite...Hinting that their presence was still hidden and they still had a window. The only factor was time and if they were to overcome the obstacles before them, they were going to have to use every second they could get.

Along the way, the five soldiers had shot, hexed, or blown apart hidden sensors that lay in their path while also taking great care in avoiding the hidden claymores that riddled the area. The air remained tense with anticipation as they focused every ounce of their training into each moment that came. Finally, as they neared the fringe of the tree line, they were met with a large, imposing steel gate with electrified razor wire at the top. And it was here where it would get interesting.

"Well...I take it they don't have a doorbell," said Bobby as he took in the sight of the imposing defense.

"You don't know the half of it..." said Phoenix as she turned back to the X-men.

"So how do we get through without being easy targets?" asked Warren, already working through a few plans in his head.

"Simple...We use some form of cover," answered Cyclops.

"You've got it..." said Ororo as her eyes turned white and she summoned a thick fog over the whole area.

"Hmm...That'll work," said X23, impressed by their use of resources.

"Great...Now we just need an opening," said Logan.

"Actually...We don't even need that," said Cyclops as he turned to Jean and Mayhem, who simply nodded in response, knowing exactly what he was thinking.

Then, under the cover of the fog, Jean telekinetically lifted herself, Cyclops, X23, and Logan over the gate while Kurt teleported Mystique and Hank and Kitty phased Bobby, Jubilee, and Remy through and Warren used flew Betsy over in his arms. Storm was the last to come as she was careful to allow the fog to cover their trail, but once they were all over...The path before them now lay clear.

"Okay guys! Let's move!" said Cyclops, once again taking his full CQC stance along with the others as they began to move more quickly towards the base, "Chances are that it won't be long now before they find out we're here!"

Then suddenly...Just as Cyclops finished those words, a loud, blaring alarm echoed throughout the base and the sound of a massive, mechanized mobilization of both troops and vehicles alike filled the air...Signaling that the time for stealth had officially ended.

"Shit! You just had to jinx it, didn't you Cyke!" grunted Logan as he unsheathed his claws in preparation for the big fight.

"Stay sharp guys!" said Phoenix as she sensed the imposing force standing in their way quickly moving against them, "Looks like GURSO's ready for us!"

"Bring it on!" said Psylocke as she formed a couple of psionic blades.

No sooner had she said those words did several powerful blasts erupt from the fog as the GURSO soldiers began to open fire. They didn't sound like the blasts from normal guns...If anything, they sounded like something out of the Star Wars movies. Each shot was in the form of a powerful, bluish green energy bolt...Each one capable of more destructive force than a small bomb. It was an unexpected show of power in the eyes of the X-men...But all too common to that of Shadow Cell.

"Everybody stay low!" yelled Cyclops as more blasts erupted as more GURSO soldiers opened fire, "One hit from those things will blow the flesh right off your body!"

"Hey, you didn't really think this was going to be easy, did you?" quipped Phoenix as they leapt out of the way of several incoming blasts.

"Are you kidding?" yelled Mystique over the noises, "Where's the fun in easy?"

With a slight grin at those words, Shadow Cell and the X-men now saw what they would have to go through in order to get into the base. GURSO sure as hell wouldn't make it easy for them...This is what they had been specifically trained for. But firepower or not, they would not keep them from their goals.

"I believe in this instance...Divide and conquer would be our best course of action," said Beast as he did a few mid air cartwheels in order to avoid the incoming blasts.

"Took the words right out of my mouth, Hank!" said Logan, "Come on teams! Let's spread their fire!"

With that order, Phoenix, Angel, Storm, and Mayhem took to the air, rising above the fog and seeing the high tech, high powered defenses guarding the loading dock entrance of the facility. There were dozens upon dozens of GURSO soldiers manning each machine...Yet this was still but a mere fraction of the force and if they were to have any hope of seeing this mission through, they would have to avoid being overwhelmed by the sheer power of the Colonel's most coveted unit.

"Ready to show them a little mayhem guys?" said Mayhem as he noted the position of the gun turrets and the primary and secondary blast cannons.

"Aren't we always?" said Phoenix as she engulfed her body in a powerful flame that drew some of the fire away from the ground.

"UP THERE! SHOOT THEM!" yelled one of the GURSO soldiers who saw this.

"I think not!" yelled Storm as she summoned a powerful thundercloud over the area and began unleashing massive bolts of lightning upon the deadly weapons, causing them to explode in wake of the sheer power of nature.

More high powered turrets and small mobile blasters mounted in the back of jeeps began turning their attention towards the sky as a result of such action, further stretching their rate of fire against their determined foes. However, such actions proved to be their undoing, for it only gave them something to shoot at.

"Time to burn in the flames of the Phoenix!" yelled Phoenix as she unleashed massive waves of fireballs that consumed the unlucky soldiers caught in it's fury, and taking out many of the mobile units.

"Nice shooting Phoenix!" said Mayhem as he took aim at the much larger, much more powerful stationary turrets, "Keep the mobile units at bay! I'll take down the turrets!"

"And I'll cover you by drawing their fire!" yelled Warren as he stayed nimble and mobile in order to avoid the blasts.

"Right! Leave it to me then!" yelled Mayhem as he used his super speed and flight to build up accelerate to the speed of an oncoming freight train.

With the large, stationary turrets the most deadly and dangerous obstacles in their way, it was necessary for them to be destroyed if they were to break through...And Mayhem wasn't about to let something like them stand in his way from confronting the man responsible for taking everything away from him. Through sheer power and force, Mayhem descended upon each turret like a falling meteor with a look of sheer determination on his face as he blew through them with ease...Causing them to explode into a fireball as a result. There were around half a dozen turrets, but each one of them was neutralized as a result of the sheer force brought upon them by Mayhem. And once they were all reduced to scrap metal...The forces on the ground could now more readily advance.

Such actions did not go unnoticed by the Colonel, who was monitoring the whole fight from the GURSO control center located in an area not far from his office. And needless to say, he wasn't too pleased with how his most prized unit was fighting against these mutant freaks. They were resourceful and determined...No doubt about it. He had definitely underestimated their resolve...But with massive force and overwhelming firepower on his side, he knew it was only a matter of time before these monstrosities of nature were destroyed and left to rot as they should have been long ago.

"All GURSO soldiers, abandon garrison protocol omega and begin standard two by two advance on ground forces!" he ordered, "Pin them down and hold them until the rest of the unit can converge! Do NOT let them through! I repeat, do NOT let them through!"

With that order, the once stationary GURSO soldiers began a relentless charge into the fog, bathing the area in a sea of energy blasts. They didn't quite know what they were aiming at and the fog in conjunction with the night was seriously obstructing their viewing equipment...But that didn't stop them from making a fanatical charge upon the still scattered mutants.

With GURSO soldiers now swarming the area, the fight had turned to one of close quarters...Leaving them all vulnerable to CQC. Cyclops, X23, and the Scarlet Witch used such cover to their advantage as they relentlessly tore into the swarm of soldiers without mercy...Blowing them away in a hail of optic blasts, hex bolts, and gunfire. Those that got too close were either nearly decapitated by their knives, impaled by claws, or used as human shields under the sheer skill and prowess of the soldiers they had once been equipped to guard. And now...After years of taunting, torment, and intimidation...Shadow Cell finally had a chance to fight back.

"Come on!" yelled Cyclops as he blew away another GURSO soldier with his optic blasts while knifing another one that got too close, "Is that the best you can do?!"

"Bring it on GURSO! We're over here! Come and get us!" yelled the Scarlet Witch, who stuck close to Cyclops and continued to draw their fire towards them so the others wouldn't be overwhelmed.

Such a commotion did as it was intended and drew plenty of angry GURSO soldiers towards their position firing their weapons wildly towards the source of the voices. However, this probably wasn't the smartest action on their part since it gave their position away through the fog, allowing the Scarlet Witch to hex their guns and cause them to explode while giving Cyclops a clear shot with his optic blasts.

"That's it...Come on!" yelled Cyclops, "Over here! Let's go!"

Such action continued to divide and confuse some of the GURSO soldiers, leaving them vulnerable to attacks from the others. And for the X-men, such an advantage was all they needed in order to gain the upper hand.

"Hey guys, come on...You just need to chill!" said Bobby as he froze several GURSO soldiers cold in their tracks.

"Seriously Bobby...You need a new catch phrase," said Jubilee, who was using her fireworks powers to short circuit and neutralize the high tech machinery in the guns and suits of the GURSO soldiers.

"Hey! I don't see you using any!" said Iceman as he formed an ice shield to around them to temporarily keep the incoming blasts at bay.

"That's because I don't need them!" said Jubilee as she used Bobby's ice shield for brief cover before unleashing another barrage into the unwitting anti-mutant soldiers, "I let my powers do the talking for me!"

"Yeah, you should try it sometime Iceman!" said Shadowcat as she phased up from the ground and used her powers to short circuit a couple of GRUSO soldiers who hadn't reacted fast enough, "It works just as well!"

"Hey...You girls have your style...I have mine!" quipped Iceman in response and as fired off a barrage of super sharp ice shards, which rendered the powerful guns useless and even caused a few of them to explode.

Meanwhile, on the far side of the area where Iceman, Jubilee, and Shadowcat were clearing out the charging GURSO soldiers, Beast was taking care of a few sentries that were holding up in a tower that gave them a pretty good view of the battlefield...But few clear shots because of the fog. Through the use of his animal-like skill and agility, he quickly scaled the towers and managed to sneak up on a the deadly guards while their focus was diverted to those who were still in the air.

Then, using gravity as his key weapon, Beast pulled both guards over the edge and allowed them to fall to the ground below. This quickly caught the attention of the other two GURSO soldiers who had been manning the other side of the tower, causing them to turn their weapons away from the main site of the battle and towards the unexpected intruder.

"Huh?! You're dead freak!" yelled one of the soldiers as he prepared to fire.

"Freak is such a harsh word..." said Hank as he quickly leaped up into the air, performing a few quick summersaults in order to avoid the blasts, "I prefer Beast, thank you very much..."

Then, as soon as he landed, he swiftly grabbed the heads of the deadly, anti-mutant soldiers and smashed them together and knocking them out cold. And with the sentry towers not an issue, that would make the fight on the ground a bit easier...But it sure wasn't slowing GURSO down as the sudden lack of support fire caused them to fight with increasing fanaticisms...As if they were driven by some unknown force from within to hate all mutants in the utmost.

"DIE YOU STINKIN' MUTIES!" yelled the raging soldiers as they kept firing blindly into the fog.

However, for a couple of the soldiers who were near the towers when Beast neutralized them, their battle cries seemed to work against them as they kept trying to hit the ever mobile Nightcrawler as he neared their position. However, he didn't risk getting too close as he quickly made his move and teleported right behind them.

"Guess who?" he taunted as he leapt onto the back of one of the soldiers and knocked him off his balance before either of them could react.

"ERR! GET OFF ME YOU LITTLE DEMON FREAK!" yelled the angry soldier as he fired his weapon wildly into the air, almost hitting his comrade in the process.

The raging GURSO soldier continued to fight against the presence of the annoying mutant holding onto his back as if he was riding a raging bull. But his brash actions didn't seem to help much as Kurt quickly went to work trying to find some sort of weakness in these high tech suits. However...In the end he didn't have to find one as the raging anti-mutant soldier pretty much did the work for him as he continued to struggle...Trying to punch and pry the nimble mutant off his back and eventually landing his fists upon a high voltage power outlet on the side of the towers, which shorted out his suit in a rather dazzling spectacle of sparks.

This forced Nightcrawler to leap off of the surging GURSO soldier in order to keep himself from being shocked as well...However, this action put him right in the sights of the other heavily armed, mutant hating soldier who had quickly gotten over the surprise of his comrade's mistake and took aim with his gun.

"NOW YOU'RE DEAD KID!" he yelled with his finger on the trigger.

But before he could pull the trigger, the lone gunman was hit by an intense barrage of punches and kicks from behind, effectively sending him to the ground in an unconscious heap. It was a development that had even surprised Kurt...For the one behind this fury of attacks that probably just saved his life was the last person he expected it to be.

"That's for pointing a gun at my son!" spat Mystique as she stood over the unconscious soldier.

Upon hearing those words, Kurt couldn't help but smile. It was strange looking at her not as an enemy for once...But it was a welcome feeling. And hearing her call him her son only made him feel more conflicted, yet comforted at the same time. But now was most certainly not the time to dwell on such things...Nevertheless, the young mutant who had spent most of his life without any blood family managed to show his gratitude.

"Mystique..." he said as she picked up the soldiers oversized, high tech gun.

"What?!" she grunted, still running on the adrenaline of combat.

"Thank you..."

Hearing Kurt say that almost made the shape shifter's heart skip a beat and for a moment, her battled hardened expression waned and was replaced by one of maternal concern. It was quite an odd feeling to say the least...But it was comforting nonetheless. She could actually feel it giving her strength...The fact that she was now protecting her son and out to save her daughter actually made her feel whole in a sense. It was a welcome feeling to the once hallow woman who had bore the blunt end of the world's dark side and with Rogue's life on the line, she would need all the strength she could muster to bring her home to safety. And after all the mistakes she had made as a mother...She felt she owed them both as such. And if it meant her life...So be it.

"It's not over yet..." she said, now standing beside him with one of the GURSO guns at the ready, "Now come on...Let's get your sister out of here!"

"Right behind you!" he said.

And with that, Kurt and Mystique began to make their advance towards the facility.

Meanwhile, in an area not far from where Mayhem had destroyed the two main turrets, X23, Wolverine, and Psylocke were fighting off the last line of GURSO soldiers standing between them and the entrance. The fog made gun battles impractical, yet the fantically driven soldiers continued to fire off their weapons at a near frenzied rate. However, this didn't help them much, for it merely gave away their positions and allowed Wolverine and X23 to zero in on their positions and take them down in a mix of CQC and berserker rage. Their claws sliced through their high tech armor like a hot knife through butter, yet more and more kept on coming as GURSO continued to bear down on them like a wave of raging insects.

"Don't need to tell me twice," said Psylock confidently as she ducked behind one of ruined jeeps.

Wolverine was about to follow suit, when suddenly...X23 caught one of the soldiers that had been hiding behind one of the mangled turrets aiming straight at him. And without thinking, she found herself springing into action.

"LOGAN LOOK OUT!"

Then, before the Wolverine could react fast enough, he was shoved out of the way of an oncoming blast that would have hit him directly in the chest...But instead, it impacted X23 right in the gut.

"ARRRRRRRGGGH!" she howled as the sharp pain filled her young body.

"KID!" yelled Wolverine as he carefully took her in his arms and took cover behind one of the defense towers, "Kid! Kid are you..."

"I'm fine..." she grunted, clenching her teeth in agony as the blinding pain seethed through her body, "It wasn't a direct it...Just give me a moment."

Then, much to Logan's surprise, the gaping wound that had shot clear through the young girls body healed up right before his very eyes. While he knew that this girl could heal, he had no idea it was this fast...Then again, she had gone through the bio-mutagenic accelerator, so her healing bordered on the line of instant regeneration.

"Wow...Damn kid," he said as she shook off the impact, impressed by her tolerance for pain.

"Don't call me, Kid..." she grunted, firmly gripping her guns in preparation to shoot the son of a bitch who hit her, "Let's just get past these assholes before we give them another shot!"

"Hey wait!" he said, stopping her before she could begin her rush.

"What?!"

"Thank you..."

As much a rage as X23 was in right about now, hearing Logan say that made her feel...Funny. But now was not the time to dwell on such things, for they had a job to do.

"You're welcome...Now come on! Let's get going!"

"Right behind ya kid!"

More reinforcements emerged from the nearby warehouse where some of Shadow Cell's high tech vehicles were stored, but this is where Psylocke came in...Skillfully throwing her psionic blades to disable and mangle the coming vehicles and disorient the converging soldiers. And the more uncoordinated they became...The better their chances were of gaining an opportunity to make use of.

"Come on you bloody sods!" shouted the purple haired mutant into the fog, "Is that the best you can do?"

Her voice quickly drew the fire of two more jeeps, each of which had a high powered, energy gun mounted on the back. However, thanks to her ninja-like reflexes and skill, she was able to avoid them used the point of fire as reference as she formed two more blades and threw them at each of the jeeps, each of which directly hit the engine.

"DOWN!" yelled one of the soldiers as he bailed out from the driver's seat.

However, few soldiers had a chance to react as the volatile fuel in the vehicles began to react to Psylocke's actions and in a deafening bang, the two jeeps exploded into a couple of fireballs...Effectively disorienting the converging reinforcements as they swerved and scrambled in confusion.

Such actions did not go unnoticed by X23, who had been in enough battles to know when a good opportunity arose to make a move and with all her experience to back her up, the young mutant soldier was quick to take advantage of this.

"Err! They're scrambling!" she yelled to both Wolverine and Psylocke, "Quick! Into the warehouse!"

"I see it! I'll cover you!" grunted Wolverine as he tore through a couple more GURSO soldiers and followed the feral teenage girl.

"What?! Hey, wait up!" yelled Psylock through the deafening sounds of gunfire as she scrambled to keep up with them, going through three GURSO soldiers in the process.

Along with Psylock...Bobby, Jubilee, and Shadowcat followed them in as well having been close by X23 gave the order. And as they got to the entrance, Mystique and Nightcrawler appeared in a puff of smoke as well, also having seen the narrow window that had presented itself. The rest were left behind to cover their entrance, but with GURSO showing no signs of letting up, they were unable to enter along with them.

Nevertheless, those that had made it in didn't get a lot of time to rest as the sounds of war echoed around them. But now that they were indoors, they were no longer easy targets out in the open and GURSO's advantage in numbers was less a factor. However, as they converged around a couple of unoccupied jeeps and motorcycles, tensions still ran high for all of them.

"Man...These GURSO goons are pretty rough," said Iceman, trying to catch his breath after the sheer rush of what they had just experienced.

"That was just a fraction of their force..." grunted X23, who kept her senses sharp as she led everybody past several large crates and towards the docking areas that would led into the heart of the base, "Right now, GURSO is spread...Probably because they were out looking for us. But now that they know we're here, they're going to converge on us like rats in a Latverian slum."

"Bloody hell...And how long would that take them?" asked Psylocke, not knowing if she wanted to hear the answer.

"It depends..." grunted X23, who kept sniffing the air for any traces of danger, "They could be on us right now for all we know...Which is why we have to keep moving!"

"Jeez...This night just keeps getting better and better," groaned Shadowcat, who was growing increasingly fatigued just like the others.

Just then...Both Wolverine and X23 caught a new scent...One that made them stop cold in their tracks. Immediately, the others followed suit, staying close together and frantically scanning the area.

Just then, eighteen fully armed GURSO soldiers emerged from the shadows whom had concealed themselves behind crates and jeeps upon sensing their intrusion. In addition, there were a few other soldiers that had been hiding on the catwalks up above and now they had the small group of mutants completely surrounded and in their gun sights.

"End of the line freaks!" taunted one of the soldiers as they all took aim.

Some held their hands up in defeat...Not knowing what to do now that it seemed as though they were done for. There were too few of them and too many guns pointing at them from every direction. The air grew thick with tension...For nothing was standing in their way from blowing them to the next world. The area was too confined to effectively maneuver and the skilled anti-mutant soldiers had been careful not to leave any blind spots. There truly seemed to be no way out.

"Great...Now what do we do?" muttered Mystique as she looked around, trying to see if there was any possible way to escape.

There was a brief silence as the armed GURSO soldiers began to close in on them, but the more they assessed their situation...The more impossible it seemed.

"Ya fight the battles ya can win..." said Wolverine as he withdrew his claws.

Such words were a crushing blow. However...In the eyes X23, this situation was not hopeless...If anything, it was merely a nuisance.

"Battles you can win..." she grunted as she noted the position of each soldier, "Good advice."

Then suddenly...With superhuman reflexes, X23 swiftly tossed one of her guns high into the air...Momentarily distracting GURSO and the X-men for that matter. Then, in a show of unbridled skill and deadliness...She whipped out her other two guns fired two perfectly aimed shots at the two closest GURSO soldiers. Then, before the others could react, her arms swung around in a swift, fluid motion that almost seemed graceful in some respects and fired two more shots up at the catwalk, effectively taking them out as well. And by this time...The guns he had tossed up into the air was falling back towards her and in a near theatric mix of skill, firepower, and speed...The young yet highly skilled soldier began juggling each gun in perfect form, firing off a mantra of shots as her body swung around in a full 360 turn, hitting each GURSO soldier with a single deadly round in the process before they could even get a shot off. And when the last GURSO soldier fell...X23 pulled off one last dazzling gun slinging trick and skillfully placed each of her coveted firearms back in their holsters...Leaving the X-men in a state of unabated shock and awe at what they had just seen.

"Wow..." said Jubilee, her eyes wide with amazement.

"Took the words right out of my mouth, Jubes..." said Iceman.

A strange silence overcame them all as X23 turned back to face them, not showing any real conflict with what she had just done...Almost as if she had done it many times before. Their gazes were awkward and the looks they were giving her nothing short of weird. Even Wolverine and Mystique, two people who had been on the field of battle many times before, were amazed by such a great show of skill.

"What?" said X23, thinking they were just being annoying now, "You said fight the battles you can win. There were eighteen of them...I had more bullets...It was a battle I could win."

As the shock began to wear off, some looked back at Wolverine with an amused expression...Finding what that had just witnessed kind of funny in many ways. He was still a bit dazed by what he just saw, but as it once again dawned on him that they were in the middle of a mission, he managed to shake if off. But that didn't stop some of the others from commenting on it.

"Dude...She is definitely your blood Volverine!" said Kurt with a grin.

"Shut up, elf..." muttered Wolverine, knowing now was not the time.

Just then, the rest of the team from the outside converged with the others after having subdued enough GURSO soldiers to make their way through. Cyclops, Mayhem, Phoenix, and the Scarlet Witch led the rest of the X-men which included Storm, Angel, Gambit, and Beast towards the central area where X23 was waiting for them. Thanks to a little psychic message from Phoenix, she knew they were coming and now that they were inside, they could proceed with the next part of the mission.

"Sorry we're late...Got a little held up back there," said Warren as he flew in and landed besides the others alongside Storm, "So where do we head now? Do you know where they're keeping Rogue?"

"She could be in any number of places," answered Cyclops, "But if I were to guess...I'd say she would either be in the holding areas near the central GURSO quarters or she'd be in Dr. Essex's lab."

"Den what are we waitin' for?!" said Gambit, still being driven by his concerns for Rogue, "Let's go get her out!"

"We will..." said Phoenix, "But first we have to..."

Suddenly, she stopped in mid sentence...And before anybody could even begin to process this, her expression shifted. Soon, Psylocke began to sense it too, causing a similar reaction within her. And once again, Wolverine and X23 caught the whiff of many familiar scents...Which quickly gave away just what was going on.

"Phoenix...What's going on?!" said Mayhem, holding his guns at the ready along with the Scarlet Witch.

However, before she could answer, the warehouse doors flung open and every other entrance including the one they had come from was swarmed by a fury of GURSO soldiers. Only this time...There were more...A lot more. They all converged around them...Surrounding every possible side and blocking every possible route of escape with overwhelming numbers and force. It had been exactly what Shadow Cell had feared...Being surrounded by GURSO in full force. Only now, they were in a confined area. There was nowhere to scramble...Nowhere to take cover. There were too many of them...And not enough bullets to fight their way out of this one.

There were completely surrounded and outgunned...Leaving no room for escape. And back in the GURSO control center, the Colonel could only grin in triumph as he uttered one simple word that summarized it all, "Gotcha..."

For Shadow Cell and the X-men, it did not look good. They had fought so hard to get in...Only to walk right into a trap. It felt as though this was the end of the line...For there was no way out. They were surrounded...Outnumbered...Outgunned...And had no means of escape.

"Well..." said Mystique, looking around and seeing no possible means of escape, "Now what do we do? How in the hell are we going to get out of this one?"

**************************************************

AN: I know...I know...Big cliffy. It sure seems bleak for both teams now. It's clear that they both underestimated the Colonel. He may be crazy paranoid...But he sure isn't stupid! Now they're in a trap with no way out...So how are they going to fight their way out of this one? Stay tuned to find out! The action is just beginning to heat up! There's still plenty more to come so stay tuned! And as always, I urge you all to REVIEW! Send your feedback to me via email or post it on the fanfiction website! Thanks a ton for reading anybody and I wish you all the best!